AP Ampco Pittsburgh Corp

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 09, 2023

 

 

AMPCO-PITTSBURGH CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Pennsylvania			1-898	25-1117717
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
726 Bell Avenue Suite 301
Carnegie, Pennsylvania				15106
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 412 456-4400

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1 par value		AP		New York Stock Exchange
Series A Warrants to purchase shares of Common Stock		AP WS		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

---

Item 2.02 Results of Operations and Financial Condition.

On August 9, 2023, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and six months ended June 30, 2023. A copy of the press release is attached hereto. The information in this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit 99.1	Press Release dated August 9, 2023
	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			AMPCO-PITTSBURGH CORPORATION
Date:	August 9, 2023	By:	/s/ Michael G. McAuley
			Michael G. McAuley Senior Vice President, Chief Financial Officer and Treasurer

 

---

EXHIBIT 99.1

 

 

Contact:

Michael G. McAuley

Senior Vice President, Chief Financial Officer and Treasurer

(412) 429-2472

mmcauley@ampcopgh.com

FOR IMMEDIATE RELEASE

CARNEGIE, PA

August 9, 2023

 

 

Ampco-Pittsburgh Corporation (NYSE: AP) Announces Second Quarter 2023 Results

Carnegie, PA, August 9, 2023 – Ampco-Pittsburgh Corporation (NYSE: AP) reported net sales of $107.2 million and $212.0 million for the three and six months ended June 30, 2023, respectively, compared to $102.6 million and $197.0 million for the three and six months ended June 30, 2022, respectively. The increase is primarily attributable to higher sales in the Air and Liquid Processing segment driven by improved volumes.

Commenting on the quarter, Ampco-Pittsburgh’s CEO, Brett McBrayer, said, “The Air and Liquid segment led the way in sales growth for both the quarter and year-to-date, and its order intake continues to set new records in Air and Liquid segment backlog, which increased 43% compared to a year ago and 14% sequentially. Despite some higher operating costs in the Forged and Cast Engineered Products segment and lower demand in the oil and gas and steel distribution markets for forged products, roll demand on balance has remained solid and pricing has kept pace with material and energy costs. Year-to-date consolidated operating income is more than three times last year’s level. The new equipment in our US forged business is now in various stages of installation and this spending program remains on track for full completion by the end of this year, setting the stage for improved efficiencies in 2024.”

Income from operations for the three and six months ended June 30, 2023, was $3.3 million and $5.3 million, respectively, compared to $2.1 million and $1.6 million for the three and six months ended June 30, 2022, respectively. The three and six months ended June 30, 2023, include a benefit from a $1.9 million government energy credit received by one of the Corporation’s wholly owned foreign subsidiaries whereas the prior year-to-date period includes a $1.4 million benefit resulting from a change in an employee benefit policy.

Interest expense for the three and six months ended June 30, 2023, increased in comparison to the same periods of the prior year due to increasing interest rates and higher borrowings, in part, due to ongoing expenditures associated with the strategic capital investment program for the domestic roll operations.

---

Other – net declined for the three and six months ended June 30, 2023, compared to the same periods of the prior year, primarily due to losses on foreign exchange versus gains for the prior year periods.

Net income for the current year periods was significantly impacted by the higher interest costs and changes in foreign exchange gains and losses and equaled $0.4 million, or $0.02 per diluted share, and $1.1 million, or $0.06 per diluted share, for the three and six months ended June 20, 2023, respectively. This compares to net income of $2.8 million, or $0.14 per diluted share, and $2.8 million, or $0.14 per diluted share, for the three and six months ended June 30, 2022, respectively. The government energy credit improved earnings per share by $0.10 for the three and six months ended June 30, 2023, whereas the benefit resulting from a change in an employee benefit policy improved earnings per share by $0.07 for the six months ended June 30, 2022.

Segment Results

Forged and Cast Engineered Products

While comparable on a year-to-date basis, sales for the Forged and Cast Engineered Products segment for the three months ended June 30, 2023, declined slightly from the same period of the prior year primarily due to lower demand from the steel distribution and oil and gas markets partially offset by a higher volume of mill roll shipments. Operating results for the three and six months ended June 30, 2023, improved when compared to the same periods of the prior year primarily due to improved pricing, net of lower variable-index surcharges. Although operating results for the three and six months ended June 30, 2023, include the $1.9 benefit for the foreign energy credit, this was partly offset by the lower volume of shipments to the steel distribution and oil and gas markets.

Air and Liquid Processing

Sales for the Air and Liquid Processing segment for the three and six months ended June 30, 2023, improved 29% and 35%, respectively, compared to the same periods of the prior year due to a higher volume of shipments for each division. Operating results for the three and six months ended June 30, 2023, improved 15% and 13%, respectively, compared to the same periods of the prior year on the higher volumes but were adversely affected by product mix, higher selling and administrative costs, and the non-recurring $0.7M benefit recorded in the six months ended June 30, 2022 related to the change in employee benefit policy.

Teleconference Access

Ampco-Pittsburgh Corporation will hold a conference call on Thursday, August 10, 2023, at 10:30 a.m. Eastern Time (ET) to discuss its financial results for the second quarter ended June 30, 2023. The Corporation encourages participants to pre-register at any time, including up to and after the call start time via this link: https://dpregister.com/sreg/10181323/fa0a5e2f8d. Those without internet access or unable to pre-register should dial in at least five minutes before the start time using:

For those unable to listen to the live broadcast, a replay will be available one hour after the event concludes on the Corporation’s website under the Investors menu at www.ampcopgh.com.

About Ampco-Pittsburgh Corporation

Ampco-Pittsburgh Corporationmanufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. Through its operating

---

subsidiary, Union Electric Steel Corporation, it is a leading producer of forged and cast rolls for the global steel and aluminum industries. It also manufactures open-die forged products that are sold principally to customers in the steel distribution market, oil and gas industry, and the aluminum and plastic extrusion industries. The Corporation is also a producer of air and liquid processing equipment, primarily custom-engineered finned tube heat exchange coils, large custom air handling systems and centrifugal pumps. It operates manufacturing facilities in the United States, England, Sweden, and Slovenia and participates in three operating joint ventures located in China. It has sales offices in North America, Asia, Europe, and the Middle East. Corporate headquarters is located in Carnegie, Pennsylvania.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on behalf of the Corporation. This press release may include, but is not limited to, statements about operating performance, trends and events that the Corporation expects or anticipates will occur in the future, statements about sales and production levels, restructurings, the impact from global pandemics, profitability and anticipated expenses, inflation, the global supply chain, future proceeds from the exercise of outstanding warrants, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Act and words such as “may,” “will,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to: economic downturns, cyclical demand for our products and insufficient demand for our products; excess global capacity in the steel industry; fluctuations in the value of the U.S. dollar relative to other currencies; increases in commodity prices or insufficient hedging against increases in commodity prices, reductions in electricity and natural gas supply or shortages of key production materials for us or our customers; limitations in availability of capital to fund our strategic plan; inability to maintain adequate liquidity to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations; inability to obtain necessary capital or financing on satisfactory terms to acquire capital expenditures that may be necessary to support our growth strategy; inoperability of certain equipment on which we rely and/or our inability to execute our capital expenditure plan; liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries; changes in the existing regulatory environment; inability to successfully restructure our operations and/or invest in operations that will yield the best long term value to our shareholders; consequences of global pandemics and international conflicts; work stoppage or another industrial action on the part of any of our unions; inability to satisfy the continued listing requirements of the New York Stock Exchange or the NYSE American Exchange; potential attacks on information technology infrastructure and other cyber-based business disruptions; failure to maintain an effective system of internal control; and those discussed more fully elsewhere in Item 1A, Risk Factors outlined in Part I of the Corporation’s latest Annual Report on Form 10-K and Part II of the latest Quarterly Report on Form 10-Q. The Corporation cannot guarantee any future results, levels of activity, performance, or achievements. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, we assume no obligation, and disclaim any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

 

---

AMPCO-PITTSBURGH CORPORATION

FINANCIAL SUMMARY

(in thousands except per share amounts)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2023				2022				2023				2022
Net sales		$	107,211			$	102,582			$	212,014			$	197,008
Costs of products sold (excl. depreciation and amortization)			85,471				85,083				171,843				165,599
Selling and administrative			14,093				10,974				26,280				20,852
Depreciation and amortization			4,354				4,440				8,728				8,927
Gain on disposal of assets			5				1				(118	)			(1	)
Total operating expenses			103,923				100,498				206,733				195,377
Income from operations			3,288				2,084				5,281				1,631
Other (expense) income:
Investment-related income			7				2				16				6
Interest expense			(2,245	)			(1,204	)			(4,316	)			(2,198	)
Other — net			98				2,433				1,465				3,845
Total other (expense) income — net			(2,140	)			1,231				(2,835	)			1,653
Income before income taxes			1,148				3,315				2,446				3,284
Income tax provision			(152	)			(389	)			(465	)			(445	)
Net income			996				2,926				1,981				2,839
Less: Net income attributable to noncontrolling interest			573				119				882				83
Net income attributable to Ampco-Pittsburgh		$	423			$	2,807			$	1,099			$	2,756
Net income per share attributable to Ampco-Pittsburgh common shareholders:
Basic		$	0.02			$	0.15			$	0.06			$	0.14
Diluted		$	0.02			$	0.14			$	0.06			$	0.14
Weighted-average number of common shares outstanding:
Basic			19,541				19,285				19,504				19,237
Diluted			19,590				19,434				19,587				19,452

 

---

AMPCO-PITTSBURGH CORPORATION

SEGMENT INFORMATION

(in thousands)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2023				2022				2023				2022
Net sales:
Forged and Cast Engineered Products		$	77,581			$	79,578			$	154,379			$	154,337
Air and Liquid Processing		$	29,630			$	23,004			$	57,635			$	42,671
Consolidated		$	107,211			$	102,582			$	212,014			$	197,008
Income from operations:
Forged and Cast Engineered Products		$	3,904			$	2,275			$	6,128			$	1,877
Air and Liquid Processing			2,977				2,599			$	5,930			$	5,260
Corporate costs			(3,593	)			(2,790	)		$	(6,777	)		$	(5,506	)
Consolidated		$	3,288			$	2,084			$	5,281			$	1,631

 

 

---

v3.23.2

Document And Entity Information	Aug. 09, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 2023
Entity Registrant Name	AMPCO-PITTSBURGH CORPORATION
Entity Central Index Key	0000006176
Entity Emerging Growth Company	false
Securities Act File Number	1-898
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	25-1117717
Entity Address, Address Line One	726 Bell Avenue
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Carnegie
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15106
City Area Code	412
Local Phone Number	456-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	AP
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Warrants to purchase shares of Common Stock
Trading Symbol	AP WS
Security Exchange Name	NYSEAMER

---